Aptose Biosciences (APTO) Proxy Filing summary

Executive summary

• A special meeting is called for shareholders to vote on a plan of arrangement for the acquisition of all outstanding shares by a subsidiary of Hanmi Pharmaceutical Co. Ltd. at C$2.41 per share in cash, following a continuance from the CBCA to the ABCA.

• The board, following a unanimous recommendation from an independent transaction committee and a formal valuation and fairness opinion by Locust Walk Securities, supports the transaction as fair and in the best interests of unaffiliated shareholders.

• The arrangement is structured to provide immediate liquidity and a 28% premium to the 30-day VWAP, with delisting from TSX and OTC Markets and deregistration under the Exchange Act upon closing.

• Failure to complete the arrangement may result in insolvency proceedings under the CCAA, with significant risks to shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote on two key resolutions: (1) continuance to the ABCA, and (2) approval of the arrangement.

• Approval requires at least 66 2/3% of votes cast and a majority of minority shareholders, excluding Hanmi and affiliates, as per MI 61-101.

• Dissent rights are available to registered shareholders, with strict procedural requirements.

• Shareholder proposals for the 2026 AGM must comply with CBCA and Exchange Act rules, with specific deadlines and ownership thresholds.

Board of directors and corporate governance

• The transaction committee, composed of independent directors, oversaw negotiations and the fairness review.

• All directors and executive officers holding shares (0.26% of outstanding) have entered into support and voting agreements to vote in favor of the resolutions.

• The board retains the right to respond to superior proposals, subject to a matching right for Hanmi and a C$300,000 expense fee if the agreement is terminated for a superior proposal.